Exhibit 10.1

STOCKHOLDERS’ AGREEMENT
OF
THE WELLA COMPANY
Dated as of [●], 2026


TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1Definitions1
Section 1.2Construction4
ARTICLE II
CORPORATE GOVERNANCE
Section 2.1Board of Directors5
Section 2.2Committees7
Section 2.3Consent Rights7
Section 2.4Controlled Company8
Section 2.5Permitted Disclosure9
Section 2.6Transfer of Rights under this Agreement9
ARTICLE III
INFORMATION
Section 3.1Books and Records; Access; Certain Reports9
Section 3.2Cooperation10
ARTICLE IV
MISCELLANEOUS
Section 4.1Termination10
Section 4.2Indemnification10
Section 4.3Amendments and Waivers12
Section 4.4Successors, Assigns and Transferees12
Section 4.5Third Parties13
Section 4.6Notices13
Section 4.7Further Assurances14
Section 4.8Entire Agreement14
Section 4.9Restrictions on Other Agreements; Bylaws14
Section 4.10Delays or Omissions14
Section 4.11Governing Law; Jurisdiction; Waiver of Jury Trial14
Section 4.12Severability15
Section 4.13Enforcement15
Section 4.14Titles and Subtitles15
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Section 4.15No Recourse15
Section 4.16Counterparts; Electronic Signatures15
Section 4.17Section 16 Matters16
Section 4.18Effectiveness16
Exhibits
Exhibit A — Assignment and Assumption Agreement


STOCKHOLDERS’ AGREEMENT
OF
THE WELLA COMPANY
This STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [●], 2026, by and among The Wella Company, a Delaware corporation (the “Company”), and the stockholders of the Company whose names appear on the signature pages hereto (together with any of their respective Permitted Transferees that agree in a writing in the form attached as Exhibit A hereto to be bound by and to comply with all applicable provisions of this Agreement, each, a “Stockholder” and collectively, the “Stockholders”).
RECITALS
WHEREAS, the Company is currently contemplating an underwritten initial public offering (the “IPO”) of shares of its Common Stock (as defined below);
WHEREAS, in connection with, and effective upon, the date of completion of the IPO (the “Closing Date”), the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations with respect to their beneficial ownership of Common Stock after consummation of the IPO.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
Article IARTICLE I
Article IIDEFINITIONS
Section 1.1.Definitions. Capitalized terms used herein shall have the following meanings:
“Affiliate” shall mean, (i) with respect to any Person (other than the KKR Investors), an “affiliate” as defined in Rule 405 of the regulations promulgated under the Securities Act, and (ii) with respect to the KKR Investors, an “affiliate” as defined in Rule 405 of the regulations promulgated under the Securities Act and any investment fund, vehicle or holding company of which the KKR Investors or an Affiliate of the KKR Investors serves as the general partner, managing member or discretionary manager or advisor; provided, however, that notwithstanding the foregoing, except as used in Section 4.2, an Affiliate of the KKR Investors shall not include any Portfolio Company or other investment of any Person or the KKR Investors or any investment fund, vehicle or holding company or any investment fund, vehicle or holding company or any limited partners of the KKR Investors.
“Agreement” shall have the meaning set forth in the Preamble.
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“beneficial owner” or “beneficially own” or “beneficial ownership” shall have the meaning set forth in Rule 13d-3 under the Exchange Act; provided, however, that no Stockholder shall be deemed to beneficially own any securities of the Company held by any other Stockholder solely by virtue of the provisions of this Agreement (other than this definition which shall be deemed to be read for this purpose without the proviso hereto).
“Board” shall mean the board of directors of the Company.
“Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York.
“Bylaws” shall mean the Amended and Restated Bylaws of the Company, as in effect on the date hereof and as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the terms of the Charter and the terms of this Agreement.
“Change in Control” shall mean any transaction or series of related transactions (whether by merger, consolidation, recapitalization, liquidation or sale or transfer of Common Stock or assets (including equity securities of the Subsidiaries) or otherwise) as a result of which any Person or group, within the meaning of Section 13(d)(3) of the Exchange Act (other than (x) the KKR Investors and their respective Affiliates, any group of which the foregoing are members and any other members of such a group and (y) an employee benefit plan (or trust forming a part thereof) maintained by the Company or its controlled Affiliates), obtains ownership, directly or indirectly, of (i) Common Stock that represent more than 50% of the total voting power of the outstanding capital stock of the Company or applicable successor entity or (ii) all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis. For purposes of this definition, the term “Affiliates” shall include Portfolio Companies.
“Charter” shall mean the Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof and as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and the terms of this Agreement.
“Closing Date” shall have the meaning set forth in the Recitals.
“Common Stock” shall mean the common stock, par value $0.01 per share, of the Company, and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.
“Company” shall have the meaning set forth in the Preamble.
“control” (including the terms “controlling”, “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or
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management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.
“Director” shall mean any member of the Board.
“Equity Securities” shall mean any and all shares of (i) Common Stock, (ii) preferred stock of the Company, and (iii) any equity securities (including, without limitation, preferred stock) of the Company convertible into, or exchangeable or exercisable for, any of the foregoing shares, and options, warrants or other rights to acquire any of the foregoing shares or other securities. In the event any direct or indirect Subsidiary of the Company issues directly to any Stockholder any common stock of such Subsidiary or any equity securities of the type described in clauses (ii) and (iii), the term “Equity Securities” shall also include the common stock and equity securities of the type described in clauses (ii) and (iii) of such Subsidiary.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated pursuant thereto.
“Governmental Authority” shall mean any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) U.S. and other federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal).
“IPO” shall have the meaning set forth in the Recitals.
“KKR Designee(s)” shall mean any Director designated by the KKR Investors pursuant to Section 2.1(a) of this Agreement.
“KKR Investors” shall mean KKR Rainbow Aggregator (Asset) L.P. and KKR Tides Aggregator L.P. and their respective Permitted Transferees.
“Law” shall mean any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority.
“Permitted Transferee” shall mean, with respect to any KKR Investor, any Transferee that is an Affiliate of the KKR Investor; provided, however, that such Transferee shall agree in a writing in the form attached as Exhibit A hereto to be bound by and to comply with all applicable provisions of this Agreement.
“Person” shall mean any individual, corporation, partnership, trust, joint stock company, business trust, unincorporated association, joint venture or other entity of any nature whatsoever.
“Portfolio Company” shall mean, with respect to any Person, a “portfolio company” (as such term is customarily used among institutional investors), or any entity controlled by any “portfolio company”, of such Person or one of its Affiliates.
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“Registration Rights Agreement” shall mean the Registration Rights Agreement, dated as of the date hereof, among the Company and the holders party thereto, as the same may be amended, restated, or amended and restated from time to time in accordance with its terms.
“Repurchase” shall have the meaning set forth in Section 2.3(f).
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated pursuant thereto.
“Stock Exchange” shall mean The New York Stock Exchange or such other securities exchange or interdealer quotation system on which shares of Common Stock are then listed or quoted.
“Stockholder” shall have the meaning set forth in the Preamble.
“Subsidiary” shall mean, with respect to an entity, (i) any corporation of which a majority of the securities entitled to vote generally in the election of directors thereof, at the time as of which any determination is being made, are owned by such entity, either directly or indirectly, and (ii) any joint venture, general or limited partnership, limited liability company or other legal entity in which the entity is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner.
“Total Number of Directors” shall mean, at any time of determination, the total number of Directors constituting the Board.
“Transfer” shall mean, directly or indirectly, to sell, transfer, assign, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, encumbrance, hypothecation or similar disposition of, any shares of Equity Securities beneficially owned by a Person or any interest in any shares of Equity Securities beneficially owned by a Person. In the event that a KKR Investor that is a corporation, partnership, limited liability company or other legal entity (other than an individual, trust or estate) ceases to be controlled by the Person controlling such KKR Investor or a Permitted Transferee thereof, such event shall be deemed to constitute a “Transfer” subject to the restrictions on Transfer contained or referenced herein.
“Transferee” shall mean any Person to whom any Stockholder or any Transferee thereof Transfers Equity Securities of the Company in accordance with the terms hereof.
Section 1.2.Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter forms and the singular form of words shall include the plural and vice versa. All references to Articles and Sections refer to articles and sections of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument
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to be drafted. Any percentage set forth herein shall be deemed to be automatically adjusted without any action on the part of any party hereto to take into account any stock split, stock dividend or similar transaction occurring after the date of this Agreement so that the rights provided to the Stockholders shall continue to apply to the same extent such rights would have applied absent such stock split, stock dividend or similar transaction.
Article IIIARTICLE II
Article IVCORPORATE GOVERNANCE
Section 2.1.Board of Directors.
(a)Following the Closing Date, the KKR Investors shall have the right, but not the obligation, to designate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the KKR Investors and their respective Affiliates collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the KKR Investors and their respective Affiliates collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the KKR Investors and their respective Affiliates collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the KKR Investors and their respective Affiliates collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the KKR Investors and their respective Affiliates collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of Directors that the KKR Investors are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 and 1/4) Directors shall equate to two (2) Directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors.
(b)Effective as of the Closing Date, the KKR Designees shall initially be Nancy Ford, Rupert Pedler, [●], [●], [●] and [●].1
(c)The Company agrees, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to include the individuals designated pursuant to this Section 2.1 in the slate of nominees for election at any meeting of stockholders called for the purpose of electing Directors and to use its commercially reasonable efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof; provided that if the Company’s Governance and Nominating Committee determines in good faith that a KKR Designee (i) is not qualified to serve on the Board consistent with such committee’s duly adopted policies and procedures applicable to all directors or (ii) does not satisfy applicable legal requirements
1 NTD: This assumes a board size of 10 directors at IPO.
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regarding service as a Director, the KKR Investors shall have the right to designate a different KKR Designee.
(d)In the event that the KKR Investors have designated less than the total number of designees that they shall be entitled to designate pursuant to Section 2.1(a), then the KKR Investors shall have the right, at any time, to designate such additional designee(s) to which they are entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) designate and effect the election or appointment of such additional individuals, including by increasing the size of the Board, and (y) designate such additional individuals designated by the KKR Investors to fill any such newly created directorships or to fill any other existing vacancies.
(e)In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Director designated by the KKR Investors pursuant to this Section 2.1, such vacancy may be filled by the KKR Investors pursuant to the terms of the Charter and the Board and the Company shall, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the KKR Investors as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same.
(f)In the event that the KKR Investors shall cease to have the right to designate a Director pursuant to this Section 2.1, (i) at the request of the Company, the KKR Investors shall cause the designee of the KKR Investors selected by the KKR Investors to resign immediately or the KKR Investors shall take all action necessary to remove such designee or (ii) if no such request is made, such designee shall continue to serve until his or her term expires at the next annual meeting of stockholders of the Company. In the event such designee resigns or is removed at the request of the Company, the Directors remaining in office shall be entitled to decrease the size of the Board to eliminate such vacancy and no consent under Section 2.3 shall be required in connection with such decrease.
(g)The KKR Investors shall have the right to representation on the board of directors or other similar governing body (or any committee thereof) of any Subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act in proportion to its representation on the Board.
(h)The Company shall reimburse the KKR Designee(s) for their reasonable out-of-pocket expenses incurred by them in connection with performing his or her duties as a member of the Board (or any committee thereof), including the reasonable out-of-pocket expenses incurred by such person for attending meetings of the Board (or any committee thereof) on the same basis and pursuant to the same policies as apply to all other non-employee Directors.
(i)The Company and its Subsidiaries shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each
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member of the Board and the members of each board of directors of any of the Company’s Subsidiaries. The Company shall enter into director and officer indemnification agreements with each of the KKR Designees on substantially the same terms and conditions as those provided to all other Directors and officers of the Company.
(j)The rights of the Stockholders pursuant to this Section 2.1 are personal to the Stockholders and shall not be exercised by any Transferee other than a Permitted Transferee.
Section 2.2.Committees. For so long as the KKR Investors have the right to designate at least one (1) Director pursuant to Section 2.1, the KKR Investors shall have the right, but not the obligation, to designate one (1) member of each committee of the Board; provided that the right of any Director to serve on a committee shall be subject to applicable Law and the Company’s obligation to comply with any applicable independence requirements of the Stock Exchange.
Section 2.3.Consent Rights.2 For so long as the KKR Investors and their respective Affiliates collectively beneficially own at least 25% of the outstanding shares of Common Stock, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the KKR Investors:
(a)entering into or effecting a Change in Control;
(b)entering into any agreement providing for the acquisition or divestiture of assets or equity securities of any Person, in each case providing for aggregate consideration in excess of $100 million;
(c)entering into any joint venture or similar business alliance having a fair market value as of the date of formation thereof (as reasonably determined by the Board) in excess of $100 million;
(d)initiating a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any Subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act;
(e)any material change in the nature of the business of the Company and its Subsidiaries, taken as a whole;
(f)any redemption, acquisition or other purchase of any shares of Equity Securities (a “Repurchase”) other than (x) open market Repurchases made pursuant to a share repurchase plan approved by the Board or (y) Repurchases in accordance with any existing compensation plan of the Company or any Subsidiary of the Company or a Repurchase from an employee in connection with such employee’s termination of employment with the Company or
2 Note to Wella: Consent right thresholds have been retained as these are consistent with precedent KKR IPOs of a similar size.
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any Subsidiary of the Company or otherwise in accordance with other agreements between such employee and the Company that have been approved by the Board or a committee thereof;
(g)the incurrence of indebtedness for borrowed money (including through the issuance of debt securities or the guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $250 million in any transaction or series of related transactions, other than borrowings under the Company’s revolving credit facility (or amendments, extensions, or replacements thereof);
(h)terminating the employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company; provided that, prior to exercising any rights under this Section 2.3(h), the KKR Investors and the Board shall cooperate in good faith to evaluate the performance of the Chief Executive Officer and shall use all reasonable efforts to reach mutual agreement with respect to any such hiring or termination decision;
(i)transfer, issue, sell or dispose of any Common Stock, other equity securities, equity-linked securities or securities that are convertible or exchangeable into equity securities of the Company or its Subsidiaries in excess of 5% of then-outstanding Equity Securities to any Person in a private placement or series of transactions, other than (i) equity awards issued and issuances made under or pursuant to any duly-approved and adopted equity incentive plans, (ii) Common Stock issued upon due exercise of outstanding warrants of the Company, and (iii) issuances as consideration in connection with any acquisition or business combination otherwise approved pursuant to Section 2.3(b); and
(j)any transaction with or involving any Affiliate of the Company (other than the KKR Investors and their respective Affiliates), other than (i) a Transfer to a Permitted Transferee, (ii) transactions pursuant to any agreement in effect on the Closing Date, including, without limitation, the Registration Rights Agreement and this Agreement, and any amendment, termination or material waiver under such agreements, (iii) customary indemnification agreements with Directors and officers of the Company or any Subsidiary, (iv) transactions permitted by Section 2.3(f)(y) above and other customary compensation arrangements with employees of the Company; and (v) any transaction or series of related transactions in the ordinary course of business and on arms-length third-party terms and not involving amounts in excess of $25 million per annum.
Section 2.4.Controlled Company.
(a)The KKR Investors acknowledge and agree that, by virtue of the voting power of Common Stock held by them representing more than 50% of the total voting power of the Common Stock outstanding as of the Closing Date, the Company qualifies as a “controlled company” within the meaning of the Stock Exchange rules as of the Closing Date.
(b)So long as the Company qualifies as a “controlled company” for purposes of the Stock Exchange rules, the Company will elect to be a “controlled company” for purposes of the Stock Exchange rules, and will disclose in its annual meeting proxy statement that it is a
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“controlled company” and the basis for that determination. If the Company ceases to qualify as a “controlled company” for purposes of the Stock Exchange rules, the KKR Investors and the Company will take whatever action may be reasonably necessary in relation to such party, if any, to cause the Company to comply with the Stock Exchange rules as then in effect within the timeframe for compliance available under such rules.
Section 2.5.Permitted Disclosure. Each KKR Designee is permitted to disclose to the KKR Investors information about the Company and its Affiliates that he or she receives as a result of being a Director, subject to his or her fiduciary duties under Delaware law.
Section 2.6.Transfer of Rights under this Agreement. Any Stockholder may directly or indirectly Transfer all or any portion of its rights and obligations hereunder to any Permitted Transferee only if (i) the Permitted Transferee simultaneously in connection with a direct Transfer executes and delivers to each other party hereto a counterpart to this Agreement and (ii) the Transfer complies with all applicable securities laws. Any direct or indirect Transfer by a Stockholder other than in compliance with the terms and conditions of this Agreement shall be null and void, and the Company shall not recognize any such Transfer for any purpose. For the avoidance of doubt, without the prior written consent of the Company, no Stockholder may transfer its rights and obligations hereunder to any Transferee other than a Permitted Transferee in accordance with Section 4.4.
ARTICLE III
Article VINFORMATION
Section 3.1.Books and Records; Access; Certain Reports.
(a)The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the KKR Investors have the right to designate at least one (1) Director pursuant to Section 2.1, the Company shall, and shall cause its Subsidiaries to, permit the KKR Investors and their designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary; provided, however, that the Company shall not be required to disclose any privileged information of the Company so long as the Company has used its best efforts to provide such information to the KKR Investors, without the loss of any such privilege, and notified the KKR Investors that such information has not been provided.
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(b)So long as the KKR Investors have the right to designate at least one (1) Director pursuant to Section 2.1, the Company shall deliver or cause to be delivered to the KKR Investors at their request:
(i)to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries; and
(ii)such other reports and information as may be reasonably requested by the KKR Investors, including information requested in connection with regulatory notifications, filings and/or other regulatory-related obligations; provided, however, that the Company shall not be required to disclose any privileged information of the Company so long as the Company has used its best efforts to provide such information to the KKR Investors, without the loss of any such privilege, and notified the KKR Investors that such information has not been provided.
Section 3.2.Cooperation. The parties shall reasonably coordinate and cooperate with one another with respect to (i) exchanging and providing such information to each other in connection with any regulatory notifications, filings or other obligations of each party, (ii) making any applicable regulatory notifications and filings of each party and (iii) taking such other action to comply with any applicable regulatory obligations of each party; provided that such material may be redacted or provided on an outside-counsel-only basis, as necessary, (x) to comply with contractual arrangements, (y) to address good faith legal privilege or confidentiality concerns and (z) to comply with applicable law. In addition, the parties shall supply such reasonable assistance as may be reasonably requested by any other party in connection with the foregoing.
Article VIARTICLE IV
Article VIIMISCELLANEOUS
Section 4.1.Termination. Subject to the early termination of any provision as a result of an amendment to this Agreement agreed to with the approval of the Board and the Stockholders as provided under Section 4.3, (i) the provisions of Article II shall, with respect to each Stockholder, terminate as provided in the applicable Section of Article II, (ii) the provisions of Article III shall, with respect to each Stockholder, terminate as provided in the applicable Section of Article III, and (iii) this Article IV shall not terminate. Nothing herein shall relieve any party from any liability for the breach of any of the agreements set forth in this Agreement.
Section 4.2.Indemnification.
(a)The Company agrees to indemnify and hold harmless each Stockholder, their respective directors, officers, partners, members, direct and indirect owners, managers, Affiliates and controlling persons (but excluding, for the avoidance of doubt, any Portfolio Company of the KKR Investors or their Affiliates) (each, a “Stockholder Indemnitee”) from and against any and all liability, including, without limitation, all obligations, costs, fines, claims,
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actions, injuries, demands, suits, judgments, proceedings, investigations, arbitrations (including stockholder claims, actions, injuries, demands, suits, judgments, proceedings, investigations or arbitrations) and reasonable expenses, including reasonable accountant’s and reasonable attorney’s fees and expenses (together the “Losses”), incurred by such Stockholder Indemnitee before or after the date of this Agreement to the extent arising out of, resulting from, or relating to (i) such Stockholder Indemnitee’s purchase and/or ownership of any Equity Securities or (ii) any litigation to which any Stockholder Indemnitee is made a party in its capacity as a stockholder or owner of securities (or as a director, officer, partner, member, manager, Affiliate or controlling person of any Stockholder) of the Company; provided that the foregoing indemnification rights in this Section 4.2 shall not be available to the extent that (a) any such Losses are incurred as a result of such Stockholder Indemnitee’s willful misconduct or gross negligence; (b) any such Losses are incurred as a result of non-compliance by such Stockholder Indemnitee with any laws or regulations applicable to any of them; or (c) subject to the rights of contribution provided for below, indemnification for any Losses would violate any applicable Law or public policy. For purposes of this Section 4.2, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Stockholder Indemnitee as to any previously advanced indemnity payments made by the Company under this Section 4.2, then such payments shall be promptly repaid by such Stockholder Indemnitee to the Company. The rights of any Stockholder Indemnitee to indemnification hereunder will be in addition to any other rights any such party may have under any other agreement or instrument to which such Stockholder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. In the event of any payment of indemnification pursuant to this Section 4.2, to the extent that any Stockholder Indemnitee is indemnified for Losses, the Company will be subrogated to the extent of such payment to all of the related rights of recovery of the Stockholder Indemnitee to which such payment is made against all other Persons. Such Stockholder Indemnitee shall execute all papers reasonably required to evidence such rights. The Company will be entitled at its election to participate in the defense of any third party claim upon which indemnification is due pursuant to this Section 4.2 or to assume the defense thereof, with counsel reasonably satisfactory to such Stockholder Indemnitee unless, in the reasonable judgment of the Stockholder Indemnitee, a conflict of interest between the Company and such Stockholder Indemnitee may exist, in which case such Stockholder Indemnitee shall have the right to assume its own defense and the Company shall be liable for all reasonable expenses therefor. Except as set forth above, should the Company assume such defense all further defense costs of the Stockholder Indemnitee in respect of such third-party claim shall be for the sole account of such party and not subject to indemnification hereunder. The Company will not without the prior written consent of the Stockholder Indemnitee (which consent shall not be unreasonably withheld) effect any settlement of any threatened or pending third party claim in which such Stockholder Indemnitee is or could have been a party and be entitled to indemnification hereunder unless such settlement solely involves the payment of money and includes an unconditional release of such Stockholder Indemnitee from all liability and claims that are the subject matter of such claim. If the indemnification provided for above is unavailable in respect of any Losses, then the Company, in lieu of indemnifying a Stockholder Indemnitee, shall, if and to the extent permitted by Law, contribute to the amount paid or payable by such
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Stockholder Indemnitee in such proportion as is appropriate to reflect the relative fault of the Company and such Stockholder Indemnitee in connection with the actions which resulted in such Losses, as well as any other equitable considerations.
(b)The Company agrees to pay or reimburse (i) the Stockholders for (A) all reasonable costs and expenses (including reasonable attorneys’ fees, charges, disbursement and expenses) incurred in connection with any amendment, supplement, modification or waiver of or to any of the terms or provisions of this Agreement or any related agreements and (B) in connection with any stamp, transfer, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any related agreements; and (ii) each Stockholder for all costs and expenses of such Stockholder (including reasonable attorneys’ fees, charges, disbursement and expenses) incurred in connection with (1) the consent to any departure by the Company or any of its Subsidiaries from the terms of any provision of this Agreement or any related agreements and (2) the enforcement or exercise by such Stockholder of any right granted to it or provided for hereunder.
Section 4.3.Amendments and Waivers. Except as otherwise provided herein, no modification, amendment, restatement, amendment and restatement, or waiver of any provision of this Agreement shall be effective without the approval of the Board and, for so long as the KKR Investors and their respective Affiliates collectively beneficially own at least 5% of the outstanding shares of Common Stock, the KKR Investors; provided, however, that any Stockholder may waive (in writing) the benefit of any provision of this Agreement with respect to itself for any purpose; provided, further, that any such modification, amendment, restatement, amendment and restatement or waiver that would disproportionately and adversely affect the rights of any Stockholder hereunder (in its capacity as a Stockholder) without similarly affecting the rights hereunder of all Stockholders (in their capacities as Stockholders) having the same rights or obligations under this Agreement to which such modification, amendment, restatement, amendment and restatement or waiver relates, as the case may be, shall not be effective as to such Stockholder without such Stockholder’s prior written consent. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. Any written amendment, restatement, amendment and restatement, or waiver to this Agreement that receives the vote or consent of the Stockholders provided herein need not be signed by all Stockholders, but shall be effective in accordance with its terms and shall be binding upon all Stockholders and any Transferees.
Section 4.4.Successors, Assigns and Transferees. This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided, however, that the KKR Investors shall be entitled to assign, in whole or in part, any of their rights hereunder to any of their respective Permitted Transferees without such prior written consent in accordance with Section 2.6.
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Section 4.5.Third Parties. Except as may otherwise be expressly provided in this Agreement, this Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third-party beneficiary hereto.
Section 4.6.Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) when delivered personally by hand to the party to be notified (with written confirmation of receipt), (b) when sent by e-mail (with written confirmation of transmission), (c) when received or rejected by the addressee if sent by registered or certified mail, postage prepaid, return receipt requested, or (d) one Business Day following the day sent by reputable overnight courier (with written confirmation of receipt), in each case at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):
(i)(i)    if to the Company, to:
The Wella Company
100 Park Avenue, 17th Floor
New York, NY 10017
Attention: Chief Legal Officer, Krista Kubida
Email: krista.kubida@wella.com
with a copy (which shall not constitute notice) to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attention: Kenneth Wallach; Sunny Cheong; Jessica Asrat
Email: kwallach@stblaw.com; scheong@stblaw.com;
jessica.asrat@stblaw.com
(ii)(ii)    if to the KKR Investors, to:
Maples Fiduciary Services (Delaware) Inc.
4001 Kennett Pike, Ste 302
Wilmington, DE, 19807
Attention: Nancy Ford
Email: Nancy.Ford@kkr.com
with a copy (which shall not constitute notice) to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attention: Kenneth Wallach; Sunny Cheong; Jessica Asrat
Email: kwallach@stblaw.com; scheong@stblaw.com; jessica.asrat@stblaw.com
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Section 4.7.Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.
Section 4.8.Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.
Section 4.9.Restrictions on Other Agreements; Bylaws.
(a)Following the date hereof, no Stockholder or any of its Permitted Transferees shall enter into or agree to be bound by any stockholder agreements or arrangements of any kind with any Person with respect to any Equity Securities except pursuant to the agreements specifically contemplated herein and the Registration Rights Agreement.
(b)Each of the Stockholders covenants and agrees to vote its Equity Securities and to take any other action reasonably requested by the Company or any Stockholder to amend the Company’s Bylaws so as to avoid any conflict with the provisions hereof.
Section 4.10.Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on the part of any party hereto of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.
Section 4.11.Governing Law; Jurisdiction; Waiver of Jury Trial.
(a)This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without giving effect to principles or rules of conflict of laws.
(b)In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties unconditionally accepts the jurisdiction and venue of the Delaware Court of Chancery or, if the Delaware Court of Chancery
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does not have subject matter jurisdiction over this matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 4.6.
(c)EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Section 4.12.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
Section 4.13.Enforcement. Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.
Section 4.14.Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
Section 4.15.No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the entities that are expressly identified as parties hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of the transactions contemplated hereby.
Section 4.16.Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original, but all of which together shall constitute one and the same instrument. Any signature to this Agreement may be delivered by facsimile,
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electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
Section 4.17.Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance that may result in the KKR Investors and/or any of their respective Affiliates being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, then upon request of the KKR Investors, (a) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of the KKR Investors and/or any of their respective Affiliates (in each case, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (b) if the transaction involves (i) a merger or consolidation to which the Company is a party and any capital stock of the Company is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (ii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the KKR Investors and/or any of their respective Affiliates and (iii) such other issuer of which a designee of the KKR Investors and/or any of their respective Affiliates serves as a member of its board of directors (or its equivalent), then the Company shall use its commercially reasonable efforts to cause such other issuer to pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of the KKR Investors and/or any of their respective Affiliates (in each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.
Section 4.18.Effectiveness. This Agreement shall become effective upon the Closing Date.
[Remainder of Page Intentionally Left Blank; Signatures follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.
THE WELLA COMPANY
By:
Name:
Title:


KKR RAINBOW AGGREGATOR (ASSET) L.P.
By:
Name:
Title:


KKR TIDES AGGREGATOR L.P.
By:
Name:
Title:


Exhibit A
Assignment and Assumption Agreement
Pursuant to the Stockholders’ Agreement, dated as of [●], 2026 (the “Stockholders’ Agreement”), among The Wella Company, a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages listed therein (each, a “Stockholder” and, collectively, the “Stockholders”), _________, (the “Transferor”) hereby assigns to the undersigned the rights that may be assigned thereunder, and the undersigned hereby agrees that, having acquired Equity Securities as permitted by the terms of the Stockholders’ Agreement, the undersigned shall assume the obligations of the Transferor under the Stockholders’ Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Stockholders’ Agreement.
Listed below is information regarding the Equity Securities:
Number of Shares of
Common Stock
[Remainder of Page Intentionally Left Blank]


IN WITNESS WHEREOF, the undersigned has executed this Assumption Agreement as of ______ ___, ________.
[NAME OF TRANSFEROR]
By:
Name:
Title:
[NAME OF TRANSFEREE]
By:
Name:
Title:
Acknowledged by:
THE WELLA COMPANY
By:
Name:
Title:
A-2